Pinocchio's Little Sister
by Violets and Lilies
Summary: Pinocchio wishes that he had a little brother, but the Blue Fairy has another idea. NO INSEST.
1. The Blue Fairy Returns

In a sleepy old Italian village, nestled between the mountains, but not far from the magnificent Mediterranean coast, an old woodcarver sat on his workbench, putting the finishing touches on a little girl marionette. The sky had begun to pale from a sunset of vivid oranges and purples to the deep dark blue of night, so he worked quickly in the fading light.

To look around his shop was to see a myriad of wooden clocks, chimes, and children's toys. The little gadgets made the shop come alive with so much noise that it was mindboggling to think that anyone could sleep in such a place, yet there was a bed by a large window and, while the woodcarver continued his work, there were those that slept. A small black and white cat lay flat on his back, under a table, kneading the air with his paws, while he dreamed, and a fish bowl, sitting on the table, held a big beautiful goldfish, sleeping in an underwater palace, sending tiny bubbles floating gently to the surface. Last, but far from least, on a small ledge, above the coats hanging on the wall, a matchbox held a sleeping cricket. His coat, hat, and umbrella were hung neatly against the wall.

The little marionette was made of pinewood and smooth as glass from all the sanding the woodcarver had given her. She wore a shimmering wig of ebony-colored hair that would have fallen to just below her shoulders if it weren't caught up in a bright red bow. He had painted her with little black gloves and she wore a white blouse and black skirt with a lacy white petticoat underneath. On her legs the woodcarver had painted little white socks and her feet were covered with little black boots. Her eyes were a soft brown color and her lips were full and painted dark red. Her strings hung neatly above her, so that they wouldn't be tangled.

"Father," a small boy's voice came to the woodcarver's ear and he felt a small tug on his pant leg, "When will you make me a little brother?"

Geppetto responded with a joyful laugh, and patted his son's head, saying, "Now, now, Pinocchio, how many times must I tell you? A lonely old woodcarver cannot _make_ a boy—I can only make puppets, and then the Blue Fairy will come to make a new boy—if she wants too," Geppetto caught hold of his son and swung him up onto his lap, "and only _if_ someone makes a wish on the first star he's sees each night—which I haven't heard you doing, my son."

Pinocchio starred innocently at his father, and smiled, saying, "Well, I didn't think it would matter until you got done making him."

"Oh, but it does, Pinocchio_, it does_!" Geppetto enthused, "Why, what if the Blue Fairy needs convincing? If you only ask once, then she might not come, but if you keep after her, then she might change her mind." He turned toward the window, and pointed "_Look_, Pinocchio, _there's_ the first _star—_go make a wish, my son—then go to sleep, so that the Blue Fairy can come and so you will not be too tired at school tomorrow."

Pinocchio obediently hopped off Geppetto's lap, and hurried toward the window. Geppetto watched him for a few moments then turned to light his lantern and finish the marionette. A few minutes later, he felt another gentle dug on his pant leg.

"Father," Pinocchio asked, when Geppetto looked down into his curious bright eyes, "When will you be done with her?" The little boy pointed up at the almost finished puppet.

"I must finish tonight, my son," Geppetto replied kindly, "Remember Emilia's birthday is this weekend, and her father will come for her gift in the morning before you go to school—now, hurry to bed, my son—Emilia's father is expecting a _finished_ puppet for his little girl!"

"Alright, Father," Pinocchio turned and began skipping toward the bed. Then he stopped mid-stride, turned and skipped back to Geppetto's side.

"Will you start making me a brother tomorrow, Father?" he asked.

Geppetto smiled as he'd just managed to finish the marionette, and in a stroke of good mood, he patted his son's head, "Yes, Pinocchio," he replied. Then he remembered himself, and added hastily, "But remember—it's not _me_ who makes puppets into _real_ boys!"

"I remember Father," Pinocchio smiled brightly and turned to go to bed.

Suddenly, Geppetto reached out, taking hold of Pinocchio 's hand and drawing the small boy into his lap, "Wait, my son—she's finished now—except for a name—what do you think we should call her? Pick a name Emilia will like."

Pinocchio reached out to touch the marionette's smooth wooden face, shining in the lantern's light, as if mesmerized.

"Rosa," he replied, with some awe in his voice.

* * *

Jiminy Cricket stirred uncomfortably in his sleep—he had the strangest feeling that he was missing something, and finally one eyelid popped open to see what could be seen. There was a growing brightness, that consumed the entire workshop with its radiance, and for a moment Jiminy thought that perhaps he'd overslept. He scrambled out of his matchbox and was reaching for his coat, hat, and umbrella when he suddenly froze to take another look.

It was not daylight, he realized, for he could vaguely make out stars in the night sky behind the glowing brightness that entered the workshop, although, those stars paled dramatically behind the brightness. The little cricket shook his head and blinked rapidly to make sure he wasn't dreaming. After a moment, he remembered.

"Here we go again," he murmured, as the brightness began to fade from an all-consuming radiance and concentrated around a beautiful blonde woman, in a shimmering pale blue dress. The woman took no notice of him as she walked, or perhaps, floated toward the little marionette sitting on the workbench.

She smiled down at the little wooden puppet, saying, "Little Pinocchio wished for brother tonight, but _you_, little one, are going to be his sister." She raised her twinkling silver wand to tap the puppet's shoulder, but stopped and turned when she heard a noise coming from the other side of the workbench.

"Hello, my lady," Jiminy came running up, only to stop a few feet away from her; he took off his hat and bowed deeply, "How have you been, my lady?" he asked.

Very well, thank you, Jiminy" the Blue Fairy responded fondly, as she leaned over to talk to the little cricket, "And how has Pinocchio's official conscience been?"

"Very well, thank you, ma'am" Jiminy responded, already feeling a blush rise into his face—he just couldn't help it; he really loved the Blue Fairy.

The Blue Fairy laughed gaily then turned back to the business at hand. She raised her wand to tap Rosa's shoulder, but again, Jiminy voice stopped her.

"Uh, pardon me, ma'am, but I thought Pinocchio wished for a little brother?"

The Blue Fairy laughed again, and said, "He did, but he's getting a little sister."

"But ma'am—"

"Now, Jiminy, as an official conscience, you should know that little boys and girls often wish for things and they don't always get exactly what they wanted, but often times they get what they need and they end up liking that better than they thought they would. Do you remember that I asked Pinocchio to learn three things before he would be a real boy?"

"Yes, my lady, I helped him, remember."

"Yes, Jiminy, I do—well, now he needs _this_ little one, in order for him to grow up even more, and she will need him to help her learn the things that she has to know in order to be a real girl."

"She won't be real straight away?"

"Oh course not, Jiminy."

"And maybe I could help her learn too?"

"I expect you too—you're an official conscience, after all."

"And what are the things she has to learn to become a real girl?"

"Just a minute now."

The Blue Fairy turned around to face the puppet again, and raised her wand, saying, "Little puppet made of pine, wake, the gift of life is thine." She tapped Rosa's shoulder, and the little puppet sneezed, and then covered her mouth with a giggle.

"Bless you, little one," the Blue Fairy said, leaning down she smiled brightly in the little girl's face.

"Oh my," the little wooden girl spoke for the first time, "Oh my, I'm alive—look—"

She stretched out her arms, one at a time, and opened and closed her fists and turned her head from side to side, "Oh my, I'm alive, see what I can do?" She laughed brightly.

"Yes, you are," the Blue Fairy responded with a smile, "Tonight Pinocchio wished for you to become real."

Jiminy said, "But I thought—"

The Blue Fairy ignored him, as the wooden child spoke again.

"Does that mean I'm real now?"

"No, little one," the Blue Fairy replied, "I gave you life, but becoming a real girl is entirely up to you."

"What do I have to do?" Rosa asked in a small voice.

"You must learn to be generous, dependable, and patient." The Blue Fairy responded.

"That sounds hard," Rosa said, sounding worried, "How will I do that?"

"I'll help you," Jiminy called from the workbench, waving his hat, so that she'd see him.

Rosa looked down, baffled at the little cricket beside her, "Who are you?" she asked.

"I'm Jiminy Cricket," he told her.

"He's an official conscience," the Blue Fairy explained, "He's one of the ones who will help you learn how to be a real girl."

"Who are the others?" Rosa asked.

The Blue Fairy pointed to Geppetto and Pinocchio, asleep in their bed, and said, "That's your Father, Geppetto, and your brother, Pinocchio. They'll help you too."

"Oh!" Rosa exclaimed with delight, cupping her face in her hands, "Let's get them up, and start right away!" She scrambled to her feet, with a great upheaval.

"Rosa wait!" Jiminy started to say, as he held up his hands to stop her. But he was too late; she toppled over and fell, with a great crash to the floor.

In the same instant that Geppetto and Pinocchio flew up in shock, the Blue Fairy disappeared. In the fish bowl, Cleo awoke with a start, and quickly disappeared further inside her underwater palace. Figaro dove behind a wooden rocking horse, and then peered out cautiously.

"Who's there?" Geppetto called, his voice quivering, as he put a protective arm around Pinocchio.

"It's just me," Rosa responded, waving from the floor as the old woodcarver and little boy stared back at in shock.

Jiminy quickly hopped down from the workbench, aided by his umbrella, and ran toward Rosa, who was scrambling to her feet. He had a near miss when she stepped on her skirt, and almost toppled over, but soon she was on her feet and he was safely in the clear.

"There now," she said, as if everything was settled, "The Blue Fairy said that you two are going to help me become a real girl." She pointed at Geppetto and Pinocchio in turn, adding, "You're going to be my father and you're going to be my brother."

Jiminy gave a little laugh, and said, "Uh-the Blue Fairy came."

"But I wished for a little _brother_," Pinocchio said pouting.

"Oh yes," Rosa replied with a little superiority in her voice, "I know all about that—she said that you wanted a little brother, but that you _needed_ me."

Pinocchio's pout got bigger, and Geppetto finally snapped out of his shock.

"Oh no, Pinocchio," he hurriedly admonished, "The Blue Fairy is right—we need this little one—she will be our special little girl, and we must celebrate! Come on, my son, we must have music!" He called, "_Music maestro_!" as he wound up different wooden chimes.

He took an accordion and began dancing a jig across the floor. Figaro couldn't resist the fun and was soon frolicking between his legs with delight, and even took a few wipes at the accordion. Cleo spun around her bowl and leapt in the air with happiness. Pinocchio only sat on the bed with his arms crossed and a steadily increasing pout. Rosa took up the same position on the floor, innocently replicating her brother's actions. Jiminy looked back and forth between the two, and realized that Rosa simply didn't understand that Pinocchio was upset.

"Come on, Pinoke," he called out, with a wave of his hat, "It's a celebration! Rosa needs _you_ to teach her how to celebrate!"

Pinocchio's scowl only deepened, "I wanted a _brother_," he growled.

Geppetto stepped in, and said, "Now, my son, the Blue Fairy is always right and she gave you a sister, and now we must celebrate." He pulled Pinocchio off the bed, saying, "Now you must ask her to dance."

"But I don't want too."

"Now, now, not another word—go be a gentleman and ask her to dance!"

Pinocchio went because he had to and soon they were both trying to replicate Geppetto's steps. More than once they stepped on each other's feet, and once Pinocchio tripped himself in Rosa's skirt and sent them both sprawling on the floor. They got to their feet in gales of laughter and Pinocchio proclaimed that Rosa was lots of fun.

"See now?" Jiminy called out, "That's the spirit!"

A wooden clock on the wall suddenly announced the time, and once he realized how late—or perhaps how early—it was, Geppetto grew weary, "Ah, I think we ought to head back to bed—you both must go to school in the morning." He tucked the two children into bed and found an extra blanket and pillow for himself to lie on the floor.

"What's school?" Rosa asked.

Pinocchio pointed to himself, and said, in an important tone, "_I'll_ show you tomorrow."

Jiminy smiled as he tucked himself back into his matchbox. Figaro and Cleo returned to their sleeping quarters, and soon everyone was sound asleep.

Hours later, just before dawn, Geppetto sat up straight again. "What will I tell Emilia's father?" he asked no one in particular.

* * *

**A/N** My thanks to Mar2509avillosa for her help in deciding what the three things Rosa has to learn would be.


	2. Worms and a Bug

Morning came much too quickly for Geppetto and the first rays of dawn that spilled down over the mountains to chase away the night shadows found the old man quietly cutting up some fruit for his children's breakfast. His hands trembled with growing apprehension.

The rest of the occupants of the woodshop slept on. Cleo was noiseless in her underwater palace and Figaro was tightly curled up in a ball at the foot of the bed, one paw covering his nose. Jiminy Cricket was snoring softly in his matchbox and the two children were sleeping peacefully under the covers.

Geppetto lazily reach into a barrel of apples and pulled out several juicy-looking ones. He took a knife to one before pulling back in disgust—_worms_! He tired another and another with the same result. Finally, he peered into the barrel and saw that the whole batch was spoiled, with worms sliding freely about. With a furrowed brow, he picked up the barrel and moved to throw the bad fruit outside when he heard a loud yawn coming from the bed. He turned to see Pinocchio stretching.

"Shh, Pinocchio," Geppetto gently warned, "Rosa is still sleeping." He set the barrel down and turned back to get a plate of food ready for his son.

Pinocchio looked down at his sleeping wooden sister and figured that things would be easier for him if she woke up. He shook her shoulder a little roughly and her eyes flew open.

"Pinocchio!" Geppetto scolded, just too late.

"Yes, Father?" Pinocchio asked innocently.

"You should've let Rosa sleep, my son! We all had a busy night last night."

Rosa, who was instantly wide awake, sat up and looked around with great interest. "That's alright," she said, "I wanted to get up early so I could see all there is to see." She stretched out her arms to their full length, accidently bumping Pinocchio in the process, "I've got to see the whole world today!"

Geppetto laughed joyfully, failing to notice Pinocchio's annoyed expression, "Oh, Rosa, the world is much too big to see in a day."

"How about two days?" Rosa asked, her joy for living unsuppressed.

"No, no," Geppetto continued laughing and started to explain, "The world—"

"You can't see the whole world" Pinocchio interrupted scowling. Rosa turned to give him a dumbfounded look, quite speechless at her brother's announcement.

"Pinocchio!" Geppetto shook his finger at the little boy, "That's not a nice thing to say!"

"Well, it's true," Pinocchio stubbornly insisted, with his arms crossed over this chest and a pout on his face.

"Pinocchio…" Geppetto warned again.

"That's alright," Rosa recovered her enthusiasm, "I'm going to be the _first_ one to see the whole world!" She spread out her arms, once again bumping her brother. Pinocchio stuck out his tongue.

"Now, Pinoc—" Geppetto started to warn, but stopped at the sound of someone's cheery whistle coming from outside. Muffled footsteps were heard and then a loud knock hammered the wooden door, shaking it. Geppetto's face turned slightly gray.

"Hello, in there!" boomed the cheerful voice of the town baker, from the street, "Is there anyone awake?"

Cleo's eyes popped open at the noise and she quickly vanished into her palace. Figaro's head popped up, his eyes wide with alarm, and he scrambled for cover across the room. Jiminy's eyes popped open and he scrambled to get dressed before the visitor appeared.

Pinocchio scrambled from the bed. "I'll get it!" he shouted, narrowly missing Figaro's tail, as he jumped from bed and ran toward the door.

"Me too!" Rosa cried and leapt out of bed, thinking the whole thing was some sort of game. Both children reached the door together, but Pinocchio was quicker to open the latch; the two children looked up into the face of a very shocked man, who recognized the little wooden girl as the once-upon-a-time gift for his daughter's tenth birthday.

Geppetto came quickly to the door, wiping his hands on his apron, and hastily tried explained as best he could, "Marco, I'm truly sorry—the Blue Fairy came last night, and—"

"But I wished for a little brother," Pinocchio interrupted, wanting to make that part _very_ clear.

"But the Blue Fairy said you needed me!" Rosa responded to her brother's statement and Pinocchio stuck out his tongue again.

"Pinocchio!" Geppetto admonished with a frown, shaking his head.

The baker looked back and forth between the two children, and his booming laugh sounded again. "Well, who am I to contradict the Blue Fairy?" he asked. Then, with a flourish, he produced a fresh loaf of bread from behind his back, "Here you go, Geppetto, you'll need this to feed your growing family!"

"Oh, but I can't!" Geppetto pushed the loaf away, "I didn't—"

_"I insist!"_ The baker handed the loaf to Pinocchio's outstretched arms.

"But—"

"Why what better gift for Emilia than a little friend? She'll be home from visiting her grandparents this afternoon, and she'll _love_ your little one!" He turned to leave with a wave, "I must hurry and get the bakery opened up, we have a very busy day ahead of us—what with the mayor's birthday party tomorrow—and I suspect we'll be up late tonight—but Cella will stop by later with another parcel—no, no, Geppetto—don't speak—it will is a pleasure! Good day to you all!." He saluted them and started down the cobblestone street.

After the door closed, Geppetto gave a weary sigh, then hurried forward when Pinocchio drew the large knife to cut the bread. "No, no, Pinocchio—let me do that! You two must get ready for school!"

It was not too long afterward that both children stood by the door—Pinocchio smiling because he was in charge. Jiminy Cricket sat on Rosa's shoulder hoping that _this_ first day of school would go better than the last time. All at once, Pinocchio remembered that Rosa needed an apple for the teacher on her first day of school. He climbed up to look onto the barrel and was rather intrigued by the wriggly little animals sliding around. One of them climbed onto his fingers and he quickly pocketed it. Then, hearing Geppetto behind him, speaking quietly to Rosa, he quickly grabbed an apple and scurried back to the door.

* * *

The bell had not yet rung when Pinocchio guided Rosa, who nervously clutched his arm, toward the school's courtyard.

"Hey Pinocchio!" one for his friends waved for him to come over. Pinocchio headed that way, but suddenly stopped when he realized Rosa was still attached to his arm.

"Now, Pinocchio," Jiminy reminded him, "don't you think you should introduce your new sister to your friends?"

Pinocchio looked surprised that Jiminy would suggest such a thing. He shook his head.

"Now, Pinocchio…" Jiminy admonished, but stopped short when the sound of high-pitched girlish giggles erupted from across the courtyard. Rosa looked intrigued as she stared at the source and Pinocchio saw his opportunity. He pushed her toward them, explaining to Jiminy, "Wouldn't she have more fun with those girls anyway?"

Jiminy glanced over at Pinocchio's friends, who were having an impromptu wrestling match, and began to waver, "Well, maybe…"

"And you'll be there to help her." Pinocchio reminded the cricket, "You're an official conscience." He added, trying to seal the deal by playing to Jiminy's sense of self-importance.

"_Come on, Pinocchio_!" The boys called again, and the former puppet gave Jiminy a pleading look.

"Well, alright," Jiminy puffed up a little, "Come Rosa, let's go talk to those girls."

Rosa put on a wide smile and skipped over to where four girls were playing. They stopped their game as she approached, and gave her appraising stares. For the first time, Jiminy realized that these girls were a bit older than his wooden charge.

"She looks pretty," he heard one of them whispered to the others, "We could ask her to play with us."

The official conscience started to have an uneasy feeling.

The girl who had just spoken was obviously the leader, and she led the pack while the others trailed closely behind. The leader began the process of introducing herself and the others when her eyes spotted Jiminy sitting on Rosa's shoulder.

Ewww," she squealed, pulling away, "She has a _bug_ on her dress." The others immediately kept their distance.

Both Rosa and Jiminy spoke together.

"I'm not a _bug_, I'm a _cricket_, and if you had a brain, you'd know the difference!"

"Oh no, he's not a bug, he's my conscience."

The four girls' eyes got big as saucers, "You _talk_ to _bugs_?" The leader hissed. All four girls started shrieking, and Rosa looked as if she might cry. Then the bell rang.

"Come on, Rosa." Jiminy whispered quietly in her ear, "School is starting and I promise that things will get better. Let's find Pinocchio."

Rosa quickly joined her brother, and just as they headed through the door, Pinocchio remembered the apple in his pocket. He handed it to his sister with instructions to give it to their teacher—a big round man with a ring of fluffy black hair around his otherwise bald head. The teacher accepted the gift, oblivious to a new student, much less a new wooden student, and patted Rosa's head.

Jiminy thought that the morning went extremely well. Rosa sat away from the older girls that had made fun of her in the courtyard and the girls that sat around her pretty much ignored her, so there was no more drama. Finally, he slid off her shoulder to find a less conspicuous place to sit, believing that he wouldn't be needed for a while.

However, things changed for the worse, about lunchtime, when the teacher decided to make a quick snack of the apple sitting on his desk. He bit into it with a juicy crunching sound and his face promptly paled. He dropped the apple and scurried to the wastebasket to retch a few times. The apple, now spinning on the floor, revealed its secret as it finally came to rest with the bitten off piece facing the class—a half a worm sticking out of the juicy center like a sore thumb.

The room erupted with shrieks from the girl's side and laughter from the boy's side. Rosa, believing that the melee was somehow her fault, buried her head in her hands and ran from the room before anyone could stop her.

~*0*~

Geppetto hummed merrily about his work in the shop, grateful for Marco's understanding of the whole unexpected situation. He was so pleased to have such great friends, but now he scurried to make _something_ for Emilia's birthday. After all, why should she go without just because life had thrown in an unexpected twist?

The sound of hurried feet came from the street and as he turn around the workshop door flew open to reveal, Cella, the baker's wife, her black hair wrapped up in an old tattered scarf and her shadow coming into the room before her. Cella's arms were laden with baskets of fruits, vegetables, cheeses, breads, and pastries and her face was red and sweaty from working in front of hot ovens all morning. Geppetto hurried to relive her of her burdens.

"Oh Cella, you _shouldn't have_!" he admonished.

"Nonsense!" she shot back, "Utter nonsense!" Then she teased him, "Why it's our pleasure to help you feed your growing family—don't you dare deny me this pleasure, old man!"

Geppetto gave her a small grateful smile, unable to find the right words. "Well_, I am_ grateful," he finally managed.

Cella gave the old woodcarver a knowing smirk. "Of course, you are, old man! What does an old bachelor like yourself know about raising little girls?" she asked, "Oh, you're getting along alright with Pinocchio right now, but what shall you do with yourself with Rosa?" She laughed joyfully at seeing his befuddled expression and gave a little applause, saying, "Well, at least, you know enough to be scared witless!"

Then she ceased her teasing and laid a gentle hand on his arm, saying, "And I've come with a solution, my old friend—I haven't raised five children and come out of it witless, after all—I'll be here whenever Rosa—or Pinocchio—need the advice of a woman. They will both need that, of course; a child needs both a _father and a mother_ for them to grow up properly in the world."

Geppetto smiled gratefully again as a few tears spilled out of his eyes, making him take off his glasses and rub them on his shirt. Cella laughed again.

"Thank-you, my dear," the woodcarver whispered, but before Cella could respond, the workshop door burst open, and a wild-eyed Pinocchio flew though the opening, with Jiminy only just hanging on to the collar of his shirt.

"Rosa's run away!" he yelled excitedly.

* * *

Many hours later, it was getting dark and chilly as Rosa wandered though empty streets, anxious and lonely. She turned onto a street that seemed familiar and for about a half a block she looked forward to relaying her afternoon adventures to her father and brother. Then it began to sink in that the street looked familiar because she'd wandered down it just a little while ago. Finally, she sat down and resigned herself to never seeing her family again.

Sometime later, footsteps scurried past her, before pausing in the darkness.

"Why hello!" a cheerful girl's voice greeted her, in a somewhat bewildered tone, "I don't believe I've ever met you—and I know _everyone_ in town!"

"No, I just came last night." Rosa responded nervously, seeing an older girl and remembering the morning's incident.

"Well, where do you live? I bet I know your father and mother!"

"Oh no, I only have a father and a brother."

"Well, why aren't you home with them? It's late—my mother and father don't let me roam about this late at night—I'm just heading home now because the carriage was late getting into town—I've been visiting my grandparents."

"I'm lost," Rosa responded sadly.

"Well, come on," the older girl said, offering her hand to the little wooden girl and pulling her to her feet. "I'll bet my father will take you home—or one of my brothers—they'll all be getting food ready for a big party tomorrow, but I'm positive that _someone_ will take you home!"

The two girls hurried, arm in arm, through the narrow streets, until they came to the bakery, standing dark and empty. Emilia stopped short and stared, mouth gaping at the sight. "No," she whispered, in a stunned voice, "It's not suppose to be dark yet—they couldn't possibly have all the food ready—no, no, no-"

* * *

A/N I want to thank **WritingMagic** for giving me "Favorite Author" status! That's very kind of you. Thank your adding this little story to your favorites too!

I'd also like to thank **Guest** for the review! I'm glad you like this one!


	3. The Baker's Girl

Emilia didn't waste time gawking at the dark bakery, but quickly scurried over to try the door—it was locked, and, perhaps oddly, that was a comfort to her. She reached for a potted plant on the windowsill and began rummaging through the dirt.

"What are you doing?" Rosa asked curiously, having come to stand alongside her new friend as dirt began to pile up on the windowsill and drop to the cobblestones below.

"The door is locked." Emilia answered, in a distracted voice.

Rosa looked confused, then asked, "Is that what you're doing? Can I help?"

Hearing the persistent questions finally jarred Emilia back into the present and she stared, dumbfounded, at the younger wooden girl, until she finally understood. Then she laughed a little and tried to explain.

"No, no, the door is locked, so I'm looking for the key!" she said, "Oh, I've just _got_ to find it and get inside and see if I can finish all the baking that needs doing."

"Is you father going to take me home? Or one of your brothers?" Rosa asked "I can't wait to get home and tell _my_ father and brother about _my_ day!"

Emilia's expression was pained, "Well, I'm sure they would, if they were here, but I don't know where they are!"

"Will _you_ take me home?" Rosa questioned, "Do _you_ know where I live?"

Emilia considered the question before remembering something. With a blush rising in her cheeks, she said, "Well, _yes_, I probably do know where you live, although, I'm afraid I've forgotten to introduce myself and, I'm sorry, but I don't know _your_ name…" She dropped a quick curtsy, and said, "I'm Emilia."

Rosa curtsied in return, and said, "I'm Rosa. Will you take me home now?"

Emilia's expression clouded again, "I-well I, well see, I need to get done with the baking for the mayor's birthday party tomorrow—I, well I—" She spun around and dumped the remaining soil and plant on the cobblestones, then leaned down to pick up the big brass key, "Ah, here it is!" she smiled.

"But, what about me?" Rosa demanded, stomping her foot.

Emilia considered, biting her lip, "Well-ah—"

Then her face brightened, "Why don't you help me bake? There's probably enough left that I'll need your help, then when my father or one of my brothers gets back, they will take you home." She unlocked the door and both girls quickly went inside. Emilia found a lantern and several candles and soon the dark cold room was well lit.

"My father doesn't let my brother or I touch matches," Rosa said, with a note of disapproval in her voice.

"We've got to have light," Emilia said, distracted again. She began hauling the coal bin closer to the stove and carefully got ready to shovel some in.

Rosa wrinkled her nose as coal smudges smeared the brick floor and Emilia's dress. She wished that her new friend would pay more attention to her. She put her hands on her hips and called out, "I don't know how to bake anything—I've never done it."

Emilia winced slightly, as she retrieved a recipe book and began flipping through the pages. "Well, actually," she admitted, "Neither have I—at least not alone. My mother watches me like a hawk when I help her with the baking." She looked around the empty shop helplessly, and shrugged, "But what choice do I have?" she asked, "I've just got to get the baking done—and maybe someone will come along before too long."

Rosa scowled a little, "But, I've got to get home _now_!" she said, "My father and brother are going to teach me what I need to know to become a real girl, and I just can't wait!"

Emilia cocked her head thoughtfully, "Well, what do you have to know to become a real girl? Maybe I can help you."

Rosa scowled, "But the Blue Fairy said that my father and brother were supposed to help me!"

"Oh, I'm sure she won't mind if I help—if I can," Emilia said, "What are the things that you have to learn?"

"I have to learn to be generous, dependable, and patient." Rosa responded emphatically, "Do you know about those things?"

"Well, yes," Emilia nodded, "My mother and father—and brothers—have taught me _a lot_ about those things." She held an empty bowl toward Rosa, "Here, help me mix the ingredients for this pudding and I'll tell you what I know."

Rosa looked back and forth between the bowl and Emilia with uncertainty, "But I don't know what goes inside," she said in a small voice.

"I'll read off the ingredients, then hand them to you and tell you what to do with them." Emilia countered, with a pleading look, "I'm sure we can do it!"

She turned back to the recipe book, and whispered to herself, with a trembling voice, "We've _got_ to be able to do it—my family's reputation will be _ruined_ if we don't."

"Will you tell me about how to be a real girl first?" Rosa asked.

Well, maybe I could start telling you." Emilia consented. "The _first_ thing that I learned about was being patient—with all my brothers, I had to learn that one fast!" She handed Rosa three eggs, "Here—crack these open and stir them together."

Rosa looked mystified at the fragile white shells in her hand, "Why did your brothers make it hard for you?" she asked innocently.

"Well being patient means," Emilia started explaining, while she scanned the recipe book, "that you can deal with difficulties without getting upset—and my brothers are great at being difficult!"

"Well, my brother is pretty nice—he danced with me last night and gave me an apple for the teacher this morning, but there are times when he can be a pain—like when he said that I can't see the whole world like I want."

Emilia flashed a smile at the little wooded girl, "Oh, you've sure got it good! I always thought that being annoying was in the job description of a big brother—oh no, Rosa! Don't stir the shells in!"

She hurried over, eyes wide. "Oh, I didn't mean for you to stir the shells in with the whites and the yolks!" she said, then saw, much to her relief, that most of the shells were still big enough to be picked out, and she gingerly set about doing that.

Rosa looked perplexed. "Who are Yolks and Whites?"

Emilia managed a small laugh, despite concentrating on getting some of the smaller pieces out. "Oh no, no," she explained, laughing again, "Not who—what."

"She took the bowl off the counter to show the wooden girl. "See, the yolks are the yellow blobs and the whites is the other liquid."

Rosa started to stick her finger in the bowl, but Emilia pulled it away. "Oh no, Rosa, you must _never_ sample food that we're going to sell to someone else—and besides, raw eggs aren't good to eat. Eggs will make you sick if they're not cooked."

Rosa backed away from the bowl, fearful of getting sick. "Can we cook them now?" she asked, "I want to try one."

"Oh no, no—we have to add other things to the eggs, _then_ we cook everything together and we'll have pudding." She retrieved a bottle of milk from the ice box, saying, "Here, pour this milk in with eggs, then stir it—oh no, not all at once! Oh, never mind, I clean that up in a minute."

"Here maybe I should do it," Emilia reconsidered her teaching technique, "You beat the milk and eggs together, while I pour the milk—gently now—whoops, slower."

As the girls continued working together, Rosa asked, "What about being generous and dependable? The Blue Fairy said I have to learn about them too."

"Well, ah," Emilia fumbled for words, as she concentrated on getting the recipe right, "ah—put this in the bowl and mix it first," she said, handing Rosa a small dish of sugar and nutmeg, "Gently now—never mind the spill, I'll take care of it when we're done."

As Rosa began to get the hang of it, she smiled at Emilia, "This is fun!" she commented. Emilia smiled back, then began explaining again.

"Let me see—being generous—that means that you take time to do something for someone when they don't expect it."

"Why would I want to do that? Isn't it enough just to get done with what needs doing each day? If I did more, then I wouldn't have as much time to do the things I want."

"Well, it's just nice—I guess there's not much other reason for it—maybe you'll get rewarded, and maybe you don't, but I always feel better about myself when I'm able to help someone more than they expect I will. I learned about being generous when my mother took me with her to feed the beggars outside the city gate—they couldn't give us anything in return, but they were really grateful and we made them smile—actually, one beggar's son _did_ give me a violet the last time we went."

"Ohh, what is his name?" Rosa asked, curious.

"Enrico," Emilia smiled, and blushed, "He's very shy, so I was kind of surprised."

"And, what's being dependable?" Rosa asked, changing the subject a little.

"Well, that means that you do what you say you'll do and you'll be where you say you'll be—that's why I want to get done with the baking. The mayor's birthday is tomorrow, and he's depending on my family to provide food for his party, and if we don't, we'll lose the trust that he has in us, and the whole town will know, and we'll lose a good deal of business, and then how would we get along?"

"Wow—I don't know," Rosa said mystified.

"Just because you messed up once, and didn't get your job done?" the wooden girl asked, "All that will happen? Are you sure?"

"Oh yes," Emilia nodded, then shivered at the thought, "My father does his best to serve the town quality food and keep appointments, so people know they can count on us and it makes them happy. Here stir the flour in now—nice and slow. You're really good at baking, Rosa!"

The little wooden girl smiled, then both girls jumped in surprise as the bakery door flew open to reveal Cella.

"Mother!" Emilia's face broke into a huge smile, "Where in the world have you been? Where's father and the boys?"

Cella stared blankly at the two girls for a moment, too startled to respond, then she found her voice.

"Rosa!" she exclaimed, ignoring her daughter, "Good gracious, child, we've been looking all over for you!" She swept into the room and gave Rosa a warm hug. "Your father and brother are desperately worried about you, child—come I must take you home right away."

She swept Rosa into her arms and bustled toward the door, before stopping, hand on the latch, suddenly aware of the mess that the two girls had made. A slight smile played on her lips in understanding, but she was nevertheless stern, "Emilia, get this place cleaned up!"

* * *

Geppetto was relieved to have his family back together, and even more relieved that he hadn't had to venture to sea to look for Rosa and that she hadn't come home with a strange set of ears and a tail. He was definitely getting to old for parenting youngsters, but quite honestly, he had to admit, he wouldn't have it any other way. Beside him, on the worktable, Cleo was fast asleep in her underwater palace, weary from worrying about another possible sea voyage. Figaro, on the other hand, was wide awake, and he busily tried to take wipes as Pinocchio spun a brightly painted wooden top around the room. The former puppet's eyes spun with his toy until he grew dizzy and collapsed on the floor with dramatic flair—Geppetto couldn't help but laugh. Rosa, meanwhile, played quietly with some wooden dolls that Cella had brought over, saying Emilia had long ago grown out of them. He really should think about making something for Rosa—but what? Maybe he should ask Cella what a girl would like.

Oh, come on, old man, he silently scolded himself, Cella is busy enough with her own family and the bakery—you can figure something out! After all, you've made toys for children all your life—_both boys and girls_.

"Rosa," he asked, "If you could have any toy in the world, what would it be?"

"I want a sailing ship," Pinocchio volunteered, "Like the ones we see on the Med—Medit-_" He screwed up his face, trying to say the word.

Geppetto chuckled, "That's _Mediterranean_, son—the great Sea—and, you have plenty of toys, my son—Rosa needs some now."

Pinocchio's face screwed up into a scowl, and he pointed at the dolls that his little sister held, saying, "She has those dolls."

"Yes, yes, son, I know that," Geppetto waved away his son's complaint, "But I didn't make something for her yet—like I made that top you're playing with."

Pinocchio pointed to the faded and worn dolls. "Didn't you make _those_," he asked, pointedly.

Geppetto cringed a little—it was very true, he _had_ made those dolls for Emilia, when she was much younger.

"Hush, Pinocchio," he scolded, shaking his finger, "It's not the same thing!"

Pinocchio scowled. It sure looked like the same thing to him! Then he felt a small tug on his sleeve. Looking down, he saw Jiminy looking at him with his arms crossed over his chest and a frown dominating his little green face.

"Now, come on, Pinoke!" the cricket said, "You know that playing with your bright shiny new wooden top isn't the same thing as playing with Emilia's old hand-me-down dolls—you know that, don't ya, Pinoke?

Pinocchio shook his head vigorously.

"Careful, now, Pinoke—you remember what happens when you get caught _fibbing_, don't you?. Now, one more chance—you know that your new top isn't the same as Emilia's old dolls, right?"

Pinocchio nodded his head vigorously, his eyes growing big.

"That's better."

"_I'd_ like a sailing ship!" Rosa's said excitedly, "Then I could see the _whole world_!" She spread her arms wide and Jiminy could have sworn that he saw smoke come out of Pinocchio's ears.

"Oh, that does sound like fun!" Gepptto enthused, happily playing along, "and I can come too, right?" He asked.

"Now, Pinoke…" Jiminy started to caution, as the former puppet's face started to seethe, but, quite suddenly, Geppetto's voice interrupted when he realized how late it was.

"Oh my!" he said, aghast. He scrambled to his feet, his eyes bulging, "It's so late, and you must both go to school tomorrow!"

"Hurry, hurry, to bed—both of you," he said, waving his arms.

"Ahh, father!" Pinocchio whined, "All my friends stay up later than this!"

"Do they, Pinoke?" Jiminy questioned from his shoulder. Pinocchio started to nod, then remember. He shook his head, and looked downcast as he and his sister climbed into bed.

"I thought not." Jiminy said, almost to himself, as he climbed into his matchbox.

* * *

Hours later, Pinocchio awoke from a terrible dream—He'd watched from a deserted island as Rosa was piloting a huge sailing ship across the waves. Gepptto was standing next to her. As he lay in bed, breathing hard, he came to the conclusion that his sister must be stopped before she took over his family. He squinted into the dark, searching for something…

Ah, there they were! In the partial open toy box! He would soon take care of his little problem! He slid noiselessly out of bed, and crept toward his prey—then Pinocchio proceeded to pull the heads off of Emilia's old dolls and left their bodies in a heap.

* * *

A/N Thank you to **Guest**!


	4. A Failure of Conscience

"_Sir Jiminy!" The Blue Fairy's voice came to the tiny cricket as he slept in his matchbox."Sir Jinimy!" Her voice seemed more urgent this time._

_"What is it?" he mumbled sleepily, assuming that he was having a nightmare—something he'd often experienced since becoming a conscience._

_"Pinocchio needs you—wakeup, Sir Jiminy!" Her voice sound disappointed—what a nightmare, he thought._

_"It's alright, m' lady," he tried to reassure her, "Pinocchio and I had a talk before he went to bed."_

_"He didn't listen—and you're not either," her voice came again; displeasure dripping off her words, "Sir Jiminy, wakeup! A conscience can never sleep!"_

Suddenly, Jiminy Cricket had the sensation of falling though the air, as if an invisible hand had knocked his matchbox off its pedestal. His head banged harshly as the cardboard hit the workshop's wooden floor and he slowly crawled out, rubbing the soreness from his limbs. As he looked around uneasiness began to settle over him. The sun was already high overhead and he knew that he'd overslept again, but it was more than that—the children had already gone to school, and Geppetto looked haggard and very upset as he lovingly sanded the roughness away from some broken dolls at his workbench.

Emilia's old dolls, Jiminy realized, with a start.

Then, quite suddenly, Pinocchio appeared. The former puppet didn't look any happier than his father as Geppetto pointed at a little chair and Pinocchio slouched into it.

That's odd, Jiminy thought, rubbing his eyes, as if he were hallucinating. Why didn't Pinocchio go to school? And where was Rosa? And why did the little boy and his father look so despondent?

What is going on? Jiminy wondered, as he watched the sad scene. Then it dawned on him—what if he hadn't been dreaming and he'd missed some horrible event that he could have stopped?

* * *

Several hours earlier, Rosa had awoken to the sound of Geppetto scolding Pinocchio as he'd never done before. At first, she didn't understand why her father was so upset, but when Geppetto noticed that she was awake, he'd marched Pinocchio over to explain what he'd done and apologize. Rosa had been horrified by the destruction of her new friend's dolls and now, as she traveled towards school on her own, she wondered how she might be able to explain to Emilia what had happened. She eventually came to the conclusion that she _couldn't_ tell Emilia what had happen—it would break her friend's heart, she decided.

So I must avoid Emilia at all cost, she thought sadly, as she threaded her way through the streets to the schoolyard, avoiding people that she didn't know because her father had told her not to talk to strangers. She wondered what her brother was doing just now, since Gepptto had made him stay behind at the workshop. She didn't know, but Pinocchio hadn't seemed very happy about it.

As Rosa came around the last corner, she was delighted to see a myriad of games going on—now all she had to do was join one and get lost in the crowd, then she might just not have to worry about talking to Emilia. As luck would have it, she spotted Emilia on the steps of the schoolhouse, distracted by a circle of girls, who were even younger than Rosa herself. The baker's daughter was handing out treats from the bakery and all the girls were laughing and seemed to be having a good time. Rosa longed to go over and say hello, but she was afraid.

Then, to Rosa's horror, Emilia straightened up to stretch her back and caught sight of her new wooden friend. Her face spilt into a wide smile and she waved excitedly, beckoning Rosa to come meet her little friends, but Rosa just managed to pretend to be studying some of the wild flowers that were growing near her feet. She didn't notice Emilia's confused and hurt expression and when she looked up again, Emilia was gone.

"Hi, your name is Rosa, right?" a slightly sarcastic voice asked. It made Rosa tense, but she couldn't remember why.

"Yes…," the wooden girl answered slowly, as she turned around. Then she sucked in her breath, with some surprise. Standing before her were the four girls that had made fun of her the day before. Each of them held a brightly colored sack in her hands.

"We're glad you came to school in a clean dress," the leader's voice was amused now, "Do you remember my name?"

Rosa only shook her head, afraid to speak. She suddenly missed Jiminy and Pinocchio—_they'd_ tell her what to do; she was sure of it. The older girls giggled, as if they knew they intimidated her, and were enjoying their advantage.

"Well, let me explain again," the leader, with long sleek hair the color of dark chocolate and amber eyes, was patronizing this time. She spoke slowly, annunciating each syllable as if Rosa was dumb and couldn't comprehend her words, "My name is Ve-ron-ic-a."

She continued her ridiculous speech as she introduced her friends, pointing to each one in turn. Gesturing towards the blonde with jade green eyes, she said, "This is Cass-i-a."

Next was the girl with a head full of short light brown curls, and deep blue eyes, "This is Vit-a."

And, finally, the girl with dark brown hair and gray-blue eyes, "And this is, Pris-cil-la."

Rosa scowled, "I can understand you, you know—I'm not a blockhead."

"You could have fooled me," Cassia teased, stepping forward, and knocking on Rosa's wooden head, "Hmm, hollow…"

Rosa was so stunned that she might have burst into tears right then and there, but Veronica held up her hand, "Cassia, please—you've gone a bit far, dear," Veronica lectured, but smothered a giggle.

Then, turning her attention back to Rosa, she held up her bag and smiled sweetly, saying, "We're going down to the city gate at lunchtime to feed the rab-ah-those poor people that don't have anything to eat. Would you like to come with us?"

Rosa brightened up at this suggestion; it seemed so perfect. If she was away at lunchtime, then she wouldn't have to worry about running into Emilia, and, she thought excitedly, I might meet Enrico and maybe he could explain to Emilia about her dolls.

"Oh yes," she responded excitedly, "Yes, yes!"

* * *

The five girls, each carrying a different colored sack, looked out from the shadows along the city wall; the gate, as expected was locked. Priscilla, looked right and left, then strode boldly into the light and began unlocking it with a big bronze key.

"Wow, I didn't know Priscilla had the _key_ to the city," Rosa said, astounded.

The other girls giggled quietly. "Her father is-uh-a guard." Veronica explained. Then there were more quiet giggles.

Finally, Priscilla waved furiously, and Veronica ordered everyone to hurry through the gate.

"Why do they keep the gate closed during the day?" Rosa asked innocently, as she stared out at the crowd of sick, maimed, and poor individuals and families that had begun to gather around the white marble fountain that showered crystal-clear water, "I bet _those_ people would love to come inside."

"Because they don't want fools—" Cassia started to snap, but was silenced by a glare from Veronica.

The leader of the troupe smiled sweetly at the little girl, saying, "Well, see, _those_ poor people all have horrible_ diseases_ and it's just not safe for the rest of us to get to close, so our dear Prince Niccolò —who you'll meet if you're lucky enough to get invited to the Mayor's birthday party this afternoon—has ordered that they must all stay outside. He said that if we want to feed them, then we have to _throw_ the food at them, so we don't get sick too—isn't Prince Niccolò sweet to think about us like that?"

"You are invited to the Mayor's party, aren't you?" Vita asked, critically, "_Everybody_ who's _anybody_ is going—you're really a _nobody_ if you don't go."

"Oh, yes," Rosa enthused, "I'm sure Emilia will let me in."

More giggles ensued, and this time, Vita rapped on Rosa's head, "You blockhead—Emilia doesn't get to decide who goes to the Mayor's birthday party—she's just the baker's little maid, really a nobody."

"Now, now," Veronica came to Rosa's rescue, "We're here to feed these-er-poor souls, and then hurry back to class for our afternoon lessons!" She giggled then pointed to a boy who was about her age, but small due to malnutrition, "Oh look—it's _Enrico_! Here Enrico—_catch_!" The egg she tossed hit the boy almost between the eyes.

Oh, Enrico! Rosa thought, Oh, this is great! I can help Enrico! She quickly untied her sack and launched a tomato towards him. "_Catch_, Enrico," she yelled excitedly.

*~0~*

"Sir Jiminy," the voice was so disappointed that it made Jiminy Cricket shudder with grief.

The cricket had spent the morning watching Geppetto instruct Pinocchio in the finer points of woodcarving and then patiently watched as the former puppet had mended the damage that he'd wrought the night before. To Jiminy, the whole scene seemed paralyzing, and he really had to hand it to Geppetto for keeping his head and serving up a good punishment. As the morning wore on, the little boy seemed to learn to value the hard work his father did to create children's toys.

But Jiminy still couldn't get away from his own guilt.

I've certainly blown it this time, he thought glumly. Why I'd be surprised if the Blue Fairy ever spoke to me again. Of course, I'm sure that I'll lose my job as a conscience, but I hardly deserve to tell people what's right and what's wrong after _this_. How could I have missed that Pinocchio was so jealous?

"Sir Jiminy," the voice came again and Jiminy hunched his shoulders and coward with embarrassment. It seemed as though he was still in his own nightmare, instead of wide awake. Then a warm tender hand gripped his shoulder firmly and he flinched sharply as his eyes widened_. It couldn't be!_ Slowly he turned his head to see the Blue Fairy staring fondly down at him. His jaw dropped at the sight of her lovely face.

"M-m' lady—"he stammered, "but-?"

"Rosa needs your help, Sir Jiminy." The Blue Fairy interrupted, "Why aren't you with her?"

Jiminy's face melted into despondence. "But, m'lady," he argued, "Surely I'm not fit to be a conscious after _this_." He gestured in the general direction of Pinocchio and Geppetto.

The Blue Fairy gave the scene a detached look, "It seems to me that Geppetto is handling the situation," she pointed out.

"Yes, because I failed!" Jiminy continued to argue.

"Failed at what, Sir Jiminy?" the Blue Fairy asked patiently.

"Isn't it obvious, m'lady?"

"Pinocchio knew what he did was wrong and he did it anyway—much like last time. Now, he's suffering the consequences of his wrong actions—again, like last time. You did your part, and since Pinocchio didn't listen, he's being punished. A conscience doesn't fail when someone doesn't listen to it. A conscience only fails when they don't do their best to warn of danger ahead."

"You haven't failed Pinocchio," she continued, "but you're in very grave danger of failing Rosa—only if you hurry can you possibly prevent catastrophe. You _must_ _hurry_, Sir Jiminy! She's just beyond the city gate!"

*~0~*

The five girls stood in the midst of a scene that would have given a housekeeper nightmares for a year and a day. Fruit and vegetable juice and pulp stained the cobblestones and the once pristine white marble fountain and clumps of mud—from Cassia's mud pies—half-floated in the now dingy water, before settling beneath the surface. The poor adults looked indifferent to the mess, as if they were used to it, but all but one of the poor children had tears streaming down their faces. Enrico was the only child to put up a brave face, but even he looked hard pressed to keep it there.

"They don't look happy," Rosa said uncertainly.

"Oh, but there are," Veronica quickly countered.

"But their crying—" Rosa said, pointing at a little girl with pumpkin pulp and grape seeds clumped in her hair and steaks of mud running down her cheeks and chin.

"That's because she's happy," Veronica explained patronizingly, "People _do_ cry when they're happy, you know."

"Well," Rosa admitted, "My father _did_ cry when I got home last night."

"That ungrateful wretch—" Cassia, staring at the girl Rosa had pointed out, muttered under her breath, but Veronica stomped on her foot.

"She's _happy_, Cassia,"

"Oh, right."

Cassia rolled her eyes, then shrugged and moved a few steps away when she caught the look on Veronica's face.

Suddenly, the scene was interrupted by a rumbling far down the road. The girls turned to see a great cloud of dust approaching. As the cloud came closer, they could make out a sterling silver horse-drawn carriage, with an entourage of guards riding along beside.

"Oh, the Prince!"

"It's Prince Niccolò!"

"He's coming this way!"

"He's going to the Mayor's birthday party!"

The four older girls were practically beside themselves with glee as they jumped up and down and waved frantically at the royal carriage; the melee they'd just taken part in, now completely forgotten. Rosa stood a few steps behind, not wanting to be accidently smacked as the older girls jumped around like lunatics, wearing a perplexed expression.

"_Who_ is it?" she asked.

The older girls froze, as if Rosa's voice was fingernails scraping against a window. Cassia huffed loudly and spun around to face the younger girl.

"_Helllooo_ in there!" she said, rapping her knuckles on Rosa's head, "Prince Niccolò is _only_ the greatest cutest guy in the _whole world_!" Then, since the carriage was quickly advancing towards them, she quickly turned her attention back towards the approaching royal entourage.

Prince Niccolò, who was bored and frustrated at having been sent to celebrate the birthday of some small town mayor, drew aside the dark purple velvet curtain and leaned out the window of his lavish carriage to speak with the guard who rode alongside.

"How much further, Captain?" he asked, with bored indifference.

"The gate is within sight, your highness, although it looks like we'll have to clear away the rabble before we can enter."

Prince Niccolò rolled his eyes, and retreated from the window. "Typical," he muttered under his breath. Then, he asked, "You have whips, don't you?"

"Of course," the Captain replied, without revealing any expression to gauge his feelings on the matter. Then, suddenly, his expression turned to one of astonishment. "It _can't_ be!" he gasped.

"What is it?" the Prince's rough voice came from within the carriage.

_"A wooden girl!"_

"Oh, come off it, Captain," the Prince's voice scoffed, "I thought you could handle your wine better than that."

"Forgive me, your highness, but I assure you, I'm _not_ drunk."

There was an exasperated huff and the sound of the Prince's body heaving upright out of a slouching position, then the velvet curtain was shoved aside and Prince Niccolò's head reappeared.

"Where is she?" he asked, still skeptical.

The guard pointed and the Prince's eyes widened in astonishment.

"Truly remarkable," he murmured. The suddenly, almost too late, he barked, "_Stop_!"

The entourage halted directly in front of the five girls and the four older ones all but went crazy with glee.

"Prince Niccolò, Prince Niccolò!" they squealed and waved, as the royal stepped to the ground.

The Prince walked toward the group without even the slighted reservations and knelt down in front of Rosa, taking her chin in his hands and examining her as if she were a science project. To the little wooden girl, his hands felt very cold.

"And how would you like to visit my house?" he asked her. It was hardly a question. His voice was as cold as his hands.

Veronica sensed her opportunity. "You highness?" she asked boldly.

"Yes," he answered testily, not interested in anyone except his new wooden prize.

"Her name is Rosa," Veronica explained, carefully gathering a story in her mind, "She, well, she doesn't like going places without the four of us." She gestured vaguely at Cassia, Vita, and Priscilla, and shrugged helplessly.

Prince Niccolo only slightly turned his head toward her, as if she were an annoying pest. Looking back at the ground, he sucked in his breath and let it out slowly and loudly. "Fine," he snapped, "Make it quick—all of you, in the carriage."

The older girls scurried forward, but Rosa lingered with uncertainty. Her father had said that she shouldn't talk to strangers.

"Come on, Rosa," Priscilla hissed, as she roughly shoved the wooden girl forward, "Don't keep his highness waiting."

"But my father said not to talk to strangers," Rosa, still bulking, protested in a whisper.

"But Prince Niccolò isn't a stranger," Veronica's smooth voice counseled. "You know his name, don't you?" she asked sweetly.

"Well…"

As she climbed into the richly ornamented carriage, Rosa thought she heard someone call her name, but Vita, who was just behind, kept her from seeing anyone, and Prince Niccolo pulled her the rest of the way inside.

*~0~*

Jiminy Cricket had run all the way to the city gate, as fast as his short legs could carry him, but he only caught a glimpse of Rosa as she climbed into a great silver carriage.

Hey, wait, Rosa!" he called, "_Wait_!"

* * *

**Author's Notes**: My apologies to anyone reading whose name is Veronica, Cassia, Vita, Priscilla, or Niccolò—I mean no harm!

I chose Veronica because when I was little, I used that name for the mean girl in my childish games. No particular reason for that, of course, it's just what I picked.

Cassia was chosen because it's the feminine form of Cassius, who was one of Julius Caesar's assassins, so I figured that made it perfect for a mean girl name.

The name Vita means "life" in Latin, and I was struggling to pick names by then, so I figured that it would be an interesting name because it would sort of be like saying bad "life".

Priscilla was chosen because I remembered an annoying girl named Priscilla in a series of books I read when I was young. Plus, I was even more sick of picking names than I was when I picked Vita.

Niccolò was chosen because of Niccolò Machiavelli. For those that know who I mean, you know who I mean. For those that don't, Machiavelli lived in the 15th and 16th centuries and had a rather hard view of the world. He wrote a book called _The Prince_, so I couldn't pass up on Prince Niccolò.


	5. Waiting For Recuse

The entrance hall in Prince Niccolò's palace was long and narrow. Precious little light penetrated the darkness at ground level, even though the palace was built in the Gothic style, with high vaulted ceilings. Small torches spaced at even, albeit lengthy intervals, offered the only light as the five girls entered through the massive wooden front doors. Shining dimly in the shallow lights, suits of ancient armor ran the length of the hall. Motionless on the thick wine-red carpet, they looked all the more menacing with their weapons fixed in a ready position. Suspended on the walls between each knight was all manner of weaponry and a number of beautifully woven tapestries. There were black obsidian swords with golden hilts, balls and chains that hung like great poisonous snakes, bows with arrows fitted on their strings, and javelins and spears with razor sharp points. As for the tapestries, each scene depicted some gory battle. Far above, cobwebs ran across the ceilings that no one bothered to clean and bats rested in out of the way nooks.

Rosa and the other girls couldn't help but stare at the opulence. For all the older girls liked to portray themselves were grand ladies, they were only peasants, and they're naiveté came to light as they stared, mouths gaping, at all the splendor. However, Rosa was too preoccupied to notice their sudden quietness; she trembled at the sight of the sightless men that lined the wall, they're weapons seemingly trained on her wooden legs and arms. She was certain that they would come alive at any moment and hack her to bits.

"What a grand place," Priscilla said in a hushed tone, as she stared at the tapestries. Absentmindedly, her hand reached out to touch an obsidian bust of one of Prince Niccolò's long dead ancestors.

"Don't you dare touch that, you little urchin!" a hard voice snapped, and the girls jumped. Whirling around, they saw the housekeeper appear out of the shadows, as if she was a ghost coming through a wall.

Priscilla, unaware that her hand rested on the black stone bust, answered in a baffled tone, "You're not talking to me, are you?"

"I am—you piece of street filth," the woman responded, as calmly as if she were announcing dinner would be served.

"How dare you," Priscilla snapped brazenly, not knowing who the woman was, "Why if Prince Niccolò knew you—"

That was as far as she got before the housekeeper's hand slapped the side of her head and she crumpled to her knees. She sat still for several long moments, holding her reddening face in her hands, her anger building. Her friends only stared down at her in shock.

"I'm his highness's housekeeper, you little wretch," the woman sneered, "and I _demand_ to know who let street rabble, the likes of you, in here?"

"Why, Prince Niccolò himself," Veronica spoke arrogantly. Trying to look lofty, she tossed her hair with one hand.

The housekeeper sneered, sizing her up, "Dante's Inferno must have turned into an ice storm. I see no other reason for his highness to bring rabble home with him—and another thing, the Prince isn't even home; he's gone to attend a reception thrown to mark some mayor's birthday." She sneered again, as if she'd beat them at their own game, then asked, "So, how could he have let you in?"

"Ah, but it's true," Prince Niccolò's voice made the housekeeper jump with surprise, "I couldn't resist bringing home a new little prize." He pointed at Rosa, saying, "Behold, a wooden girl."

The housekeeper gasped in surprise, and covered her mouth, stifling her scream, at the sight of a wooden girl.

Prince Niccolò couldn't resist a chuckle, "Come now, Mia," he cackled, "You should be used to my tricks by now."

"I-I had not expected you back from the mayor's birthday celebrations for some time still, your highness," Mia replied, still overwhelmed with shock.

"I did not go." Prince Niccolò replied shortly.

"_What_?" Mia's hand was at her mouth again, "What will your father say?"

"He will not know."

You and I both know—" Mia replied.

"I just want to play with my new toy," Prince Niccolò whined.

"You needn't stay long—just appear for a few minutes. That will satisfy your father." Mia counseled, "I know I'm just a housekeeper, but your father will find out—he always does."

Prince Niccolò didn't often take orders from anyone, but for some reason, he let Mia tell him what to do on occasion. "Fine," he scowled.

"What do you want me to do with the girls?" Mia asked, suddenly business-like.

Prince Niccolò, who was already headed to the door again, froze then spun around. He replied flippantly, "I only want the wooden one—allow the others to amuse themselves for a bit, then send them home. Keep the wooden one locked away. I'll not stand for her escaping."

~*0*~

Emilia walked home after school, despondent and confused. She just couldn't imagine what had happened in between last night and this morning that would make Rosa upset with her. She'd wanted to talk with her new wooden friend at lunch, but Rosa had gone off with some girls that Emilia didn't trust, and the baker's girl hadn't seen her since. Now, Emilia was left to wonder what had happened and her imagination was running a little wild—just about _anything_ could have happened, couldn't it, she thought.

"Emilia!" Her mother's voice rang out from down the street, breaking the girl's reverie, "Get a move on girl! We have to get the food to the mayor's villa _before_ the party!"

Emilia casted aside all other thoughts in a flash and ran the rest of the way to the bakery. "I'm sorry, mother," she apologized, out of breath, her face red, more from embarrassment than from running.

"What's wrong?" her perceptive mother asked.

"Nothing, mother," Emilia replied quickly, taking a tray of pasties to the wagon that waited on the street, then returning for a tray that was laden with fresh breads.

"Is that so?" her mother quipped, seeing beyond her daughter's words.

"_Yes_!" Emilia insisted, or perhaps, pleaded.

"Alright," Cella held up her hands, as if defeated, but made a mental note to press her daughter again, once things had settled down.

Once the baked goods were loaded, Cella said, "Emilia, I'm afraid there's been a change of plans—we need you to stay here. The butcher is coming with the meats that the mayor ordered. His mare went lame yesterday, and he needs our second wagon. You must stay and help him load it—you'll ride to the party with him."

"Yes, mother." Emilia readily agreed.

With that, Cella scramble into the driver's seat and slapped the reins to get their big grey gelding moving. As her mother drove into the crowded street, Emilia walked back inside. Staring out the window, palms under her chin, she settled in and waited for the butcher.

A few minutes later, a strange brightness began to fill the bakery. It came so slowly that Emilia didn't notice it right away, but as it grew and overwhelmed the room with radiance, she couldn't help but look up, her eyes wide.

Emilia stared speechless as the light began to concentrate around the form of a beautiful woman in a shimmering light blue gown, her blonde hair sparkling as much as her dress. Emilia continued to stare, dumbstruck, at the gorgeous intruder, but he lady smiled graciously and spoke to her.

"Don't be afraid, Emilia," her voice was gentle and musical; "I'm the Blue Fairy. It is I who gave life to both Pinocchio and Rosa, and I've come to you because Rosa is in very deep trouble and Jiminy Cricket will need _your_ help to save her."

"I don't think Rosa likes me anymore," Emilia said sadly, finally finding her voice.

"That hardly matters," the Blue Fairy replied, gently touching the girl's shoulder, and smiling her reassurance. "She needs your help."

Stirred by the knowledge that she could help someone, Emilia took a deep breath asking, "What do I do?"

"You'll find Jiminy Cricket at the city gate—I'm afraid you'll have to calm him down because he's quite angry at himself for letting Rosa get in such trouble, but I know you can do that."

Then, suddenly, Emilia remembered the butcher. "But I can't leave," she exclaimed, "The butcher is coming!"

The Blue Fairy held up her long silvery wand, and smiled, "Oh, I'll take care of that."

*~0~*

"Oh great," Jiminy muttered to himself, as he kicked the dirt and headed back to the city gate, having been unable to catch up to Prince Niccolò's entourage, "Yep, this _just great_! I sure blew it this time!"

He looked around the dusty road helplessly, and kicked the dirt again. "Now what?" he asked himself. He sighed then continued griping. "Well, I blew it—that was probably my last shot and I blew it."

Once he'd returned to the still muddy fountain, he hopped up and sat down, ignoring the muddy water that seeped into his coattails and pants. He cupped his hands around his chin, his eyes as sad as a Basset Hound, and sat for some time, contemplating his past, present, and future in turn. Then, almost by accident, he looked up and noticed a girl run up to the gate and clutch the iron bars, pressing her face against them, as if she were in prison—or perhaps, Jiminy thought suddenly, she's looking for someone. Then he recognized her! It was Emilia! But what was she doing here? Why wasn't she helping her family at the mayor's birthday party?

She spotted him and her eyes lit up. She beckoned to him, but he shook his head. He wanted to be alone. She beckoned again, more insistently, but he only said that she wanted to talk to him, then she'd have come outside the gate; he certainly didn't want to make an effort to go to her.

"Isn't the gate locked," she asked.

"Nope," he replied, "It was unlocked when I got here."

Emilia looked surprised, then murmured, "I wonder where they got the key…"

She gently pushed the gate open, and slipped through, then charged over to Jiminy. "Cheer up, Jiminy—the Blue Fairy sent me to help you find Rosa." Looking around, she added, "Where is she?"

Jiminy shrugged helplessly. In his depressed state, he thought Emilia sounded much too confident, and his voice betrayed his feelings when he answered, "I got here just in time to see her getting into a silver carriage with four older girls. I couldn't keep up with it when it drove off." He pointed down the long dusty road, "They went that way." Then after a moment of thought, he added, in a stunned voice, "Say, _those_ were the four girls who teased her yesterday!"

Emilia looked thoughtful, "Well, the only person around here who owns a silver carriage is Prince Niccolò, and he's suppose to come to the mayor's birthday party, so he would have passed through here, but what would Prince Niccolò want with Rosa?"

Prince Niccolò," Jiminy screamed, a knot rising in his stomach. In his newfound anger, he forgot his own depression and hopped off the fountain, "What would he want with Rosa?" he repeated, "Only the same thing Stromboli wanted with Pinocchio—a show piece!" he angrily kicking the mud again, splattering himself even more, "We've got to get her out of there!"

*~0~*

Rosa was locked in a well furnished parlor, as Prince Niccolò had insisted that she was well taken care of. She was grateful for his kindness, but she was beginning to get lonely. The other girls had been told that they could explore the grounds until the Prince returned from the mayor's party, and Rosa could only assume they were having a wonderful time, while she was stuck in this boring old room.

Her stomach growled, reminding her that she'd skipped lunch at noon. Silently looked towards the door, she wondered if someone might bring her some food.

Then, like magic, the door opened and a tiny girl, who looked hungrier than Rosa felt, entered the room with a platter of goodies. The girl curtsied, and said, "My name is Balbina, and I'm the daughter of the head cook here. Prince Niccolò picked me personally to attend to you."

"Well, you don't need to be afraid," Rosa said, perplexed at the fear in the little girl's eyes.

Balbina, who Rosa assumed was younger than herself, only stared back, uncomprehending. Then she roused herself and began setting the goodies out on a small table in the center of the room. She didn't look at Rosa, but kept her eyes glued on her task.

"What have I done?" Rosa persisted, suddenly overwhelmed with the desire to talk to someone, "Why are you afraid?"

Balbina didn't look up, she didn't respond, she only increased her speed at setting things up.

"Would you like to share some of my food?" Rosa asked, and Balbina's hand froze. The little wooden girl had struck the right nerve.

Very slowly, Balbina turned to face Rosa, who had taken a slice of bread off her plate and was sizing up her little maid from a couple of steps back.

"You're not sick are you?" the wooden girl asked, prepared to throw the slice at Balbina if that was necessary.

Balbina looked at Rosa as if she were out of her mind. "Nooo…," she said, cautiously.

"Oh good," Rosa relaxed, not really wanting to throw food at the small child. "Well, then sit down and share this food with me," she persisted.

Balbina gave her a mortified look. "But if I'm caught—" She shook her head, unwilling to finish the sentence.

"I'm sure Prince Niccolò won't mind." Rosa stated naively.

Balbina's eyes widen. "_He_ _will_ mind," she stated with certainly.

"But you must be mistaken—" Rosa started to say, but Balbina silenced her with another mortified look.

"No, I'm not!"

Then the young maid turned away, heading quickly towards the door.

"Please, just eat these!" Rosa's pleaded, stopping Balbina in her tracks.

Turning slowly, the young maid turned saw the wooden girl holding out the slice of bread and a pear. It was nearly overwhelming to the hunger little child. She took the food without further questions and it was gone in less than a minute. Then she was gone as well, fleeing the room at top speed.

Rosa sighed, staring at the now firmly closed door. She had hoped that Balbina would stay and keep her company, but now she was alone again. She sat down in a chair to wait for what would happen next.

* * *

**Author's Notes**: Many apologizes for the long delayed update. I had intended to get this chapter up last weekend, but I've been uncommonly busy the last two weeks.

Again, more apologies to any and all persons named Mia and Balbina. No offence intended, and I hope, none taken.

Mia was picked because that's my cousin's name, and I was feeling very unimaginative and didn't want to dig into any name research. When I dreamed up the housekeeper, I conveniently forgot to give her a name and Mia was the first Italian name that popped into my head.

Balbina, of course, is a different story. By the time I got to her, I was ready to engage in proper name research. I chose it because, some years ago, I read a book on the life of St. Margaret the Barefoot, called The Barefoot Girl. It was a fictionalized book, mind you, but there was a girl named Balbina in it and my Balbina was inspired by her. St. Margaret the Barefoot is the patron saint of brides, widows, victims of abuse and difficult marriages.

To **Nina**: Why, thank you! I'm glad you're enjoying it. I can't claim expertise in Italian culture, of course, but you make me smile to know that someone who lives in it is impressed. I've never been to Italy, though one of my cousins was born there when my uncle was in the Navy. I've also taken my share of history classes and I love classical literature. As for Priscilla's name, I have to say no on the movie. I got that from a goofy little children's series, The Baby-Sitter's Club Little Sisters (or something close to that).


	6. Evil Plans Uncovered

"Emilia," a voice called softly, from an alcove in the wall, "Is that you?"

Both Emilia and Jiminy jumped in surprise and whipped their heads toward the sound. They didn't see anyone, but Emilia recognized the voice. After a moment to recover, she whispered, "Enrico?"

"Yes, it's me. Are you alone?" he answered.

"Well, no, Jiminy Cricket is here with me."

"Send him away."

"I can't—I have to help him rescue Rosa from Prince Niccolò." Emilia frowned as she scanned the wall, searching for her friend, "Where are you? You don't need to be afraid of Jiminy."

"I don't want you to see me like this. I'm all messy."

"Why? What happened?" Emilia demanded, frustrated that he wouldn't show himself. He ought to know that she didn't care what he looked like.

"Who's Rosa?" Enrico posed a question of his own.

"She's my new friend," Emilia readily replied, "She's was once a puppet, but the Blue Fairy made her alive, although, she _is_ still wooden."

There was a long silence, then Emilia spoke again.

"Enrico?" She called, still whispering, "Are you there?"

More silence. Finally, Enrico's said, "I saw Rosa—she's not very nice."

Emilia gasped. "What?" she said, stunned, "But that's not true!"

"Look what she did." Enrico replied flatly, finally stepping into view.

Emilia gasped at the sight of her poor friend. He was a sight to behold from head to toe.

His black hair was streaked with seeds and mud. His dark brown pants, to short for his growing frame, were heavily stained. His white homespun shirt which, opposite from the pants, was to large for his thin frame, was caked in grime.

"This Rosa friend of yours did most of _this_," he said, pointing to himself.

"_No_!" Emilia shook her head forcefully, "I won't believe it."

"Then you're not the friend I thought you were, Emilia," Enrico spoke bitterly, "Your _friend_ Rosa got particularly excited when she was throwing fruits and vegetables at _me_."

"I don't understand." Emilia said, bewildered.

"I think, I do," Jiminy spook up for the first time, a light bulb popping on in his head. "It was those _other_ girls—I'll bet _they_ led Rosa astray."

"The other girls _were_ there," Enrico admitted, "The regular ones."

"Oh, how could I have been so _stupid_!" Emilia said, covering her face with her hands, "Of course—that's why they took her with them at lunch!" She groaned, "That was dumb of me not to think of."

Enrico looked confused, "What are you talking about?"

"The Blue Fairy only gave Rosa life two nights ago. She doesn't know many things about the world, so we think that the regulars, as you call them, told her a lie and made her think that throwing food at someone was okay."

"I'm her conscience," Jiminy said, pointing to himself, "I should have been with her and stopped her from listening to those girls, but I failed _big time_ today!" He went on, "Now, I've just got one more shot to get it right or the Blue Fairy will probably fire me, so we have to save Rosa!"

An adventurous sparkle came to Enrico's eyes. "Can I help?" he asked.

"Oh, will you?" Emilia asked, clapping her hands.

"Sure," Enrico replied, with a shrug, "Besides, I'd like to explain to Rosa about throwing food at other people and tell her that I forgive her."

Then suddenly, before anyone could respond, a low rumbling sound was heard inside the gate. It quickly grew louder.

Everyone froze.

Fortunately, after a moment, street-wise Enrico came to his senses and grabbed Emilia's arm, hauling her toward the alcove that he'd hidden in earlier. Jiminy hurried after them.

"Hurry up!" Enrico snapped when Emilia, in bewilderment, resisted going with him.

"What's happening?" she asked in confusion, as he shoved her to the back of the alcove and crouched in front, somewhat shielding her from view. Jiminy squeezed inside as well, holding his top hat over his mouth to keep from breathing the dust that was swirling.

"Shh," Enrico answered shortly, his eyes trained on the city gate. The he quietly added, "We'll know in a minute."

The great iron gates parted, and a silver carriage and its escorts traveled through. Once outside, they quickly picked up speed.

"Prince Niccolò," Emilia murmured.

"So much for hitching a ride," Jiminy said glumly.

"We couldn't have done that anyway," Enrico said, waving his hand, as if to wave the idea way. "We're beggar's brats to him."

"We won't make it in time," Emilia realized, her lower lip trembling, as she thought of Rosa.

Then suddenly, a strange and sparkly mist began to fall around them. It alighted on their heads, shoulders and arms.

"What's going on?" Enrico asked, more puzzled than alarmed. He tried to brush the stuff away, but it was a futile effort.

Emilia looked up, towards the bright warm sun. "I don't know," she murmured, "It can't be snow."

"It looks familiar," Jiminy said, stooping down to inspect it, "But I can't quite recall where I've seen it before…"

Then suddenly, magically, the two children and the Cricket disappeared, as if they'd never been.

*~0~*

"Balbina!" Prince Niccolò's cook called her daughter. "Mia told me that you're to train our new maid and shoe-shine boy to help with our new guest—Prince Niccolò wants the poor wooden dear all ready for his party tonight."

"The new maid and shoe-shine boy?" Balbina asked, perplexed.

"Don't ask questions girl—get a move on," her mother replied, waving a spatula to shoo her youngster away.

Balbina shrugged. "Where are they?" she asked.

"In the servants' dining room—you're to take them with you when you give that poor wooden thing her dinner tonight."

Upon entering the servant's dining room, Balbina saw a strong young girl who looked like she was capable of hard work and a boy who looked like a scarecrow. The girl regarded her calmly, through steady eyes, while taking in everything around her. The boy's eyes held an adventurous glimmer, a look that suggested that he enjoyed a good time with close friends. Both children wore Prince Niccolò's servant's uniforms. Balbina also noted a large cricket amongst the bottles on a high shelf, but bugs were common in the servants' quarters, so she ignored it.

"Hello," she greeted them, business-like, "I'm Balbina and I'm supposed to train you to serve Prince Niccolò and his guests." She paused for a moment, looking at each one in turn, "What are your names, please?"

"The girl smiled with an unshakable confidence that Balbina had never seen on savants. It made her a little uneasy, but mostly jealous. She wished that she didn't feel the need to cower in the corner every minute of her life.

"My name is Emilia" the girl stated.

The boy, it seemed to Balbina, looked like his confidence was newly acquired. He didn't seem quite as comfortable as the girl, but he had the bold look of a shy person who has been assured of victory.

"I'm Enrico." He said, unable to stop a grin from appearing on his face.

"Will you come with me?" Balbina asked, "We're currently hosting a guest and Prince Niccolò has asked that you help me with her."

"This guest," Emilia asked, rising the bench, "what is her name, please?"

"Rosa," Balbina replied, not noticing the cricket hop into Enrico's pocket.

The little maid took a tray of food and was about to instruct Emilia to do the same, but the sturdy girl was already balancing two trays of her own.

Balbina's jaw dropped. "It took me years to learn to balance trays like that," she stammered.

Emilia flashed a smile and shrugged, "I've had lots of practice."

"But how?"

"Does that really matter? Lead the way to Rosa!"

Balbina, out of habit, deflated and did as she was told.

"I didn't mean to hurt your feelings," Emilia said quietly, reading the situation.

"Don't worry about it." Balbina snapped, her feelings still hurt.

Emilia nearly spoke again, but decided against it. They needed to concentrate on getting Rosa and themselves out of the castle; by tomorrow, with any luck, the little maid wouldn't even remember her.

Balbina led the way to the parlor where Rosa was stashed and opened the door. She stepped back so that the new servants could enter and was stunned to see that her wooden charge seemed to know them.

"Emilia!" Rosa cried excitedly, then more quietly, she added, "Enrico, is that you?" She backed away, looking worried, saying, "I'm so glad you feel better."

Enrico pressed his finger to his lips and winked, but Balbina didn't notice the clandestine gesture; her attention focused on Emilia as the baker's daughter set out the food. She was flabbergasted! How could this girl know so much about serving?

"How can you know how to serve?" she asked, finally finding her voice, "I'm supposed to teach you?"

Emilia paused to look at her. For a fleeting moment, she wondered if they'd been caught, but quickly dismissed the idea. How could anyone know the real reason they were there? She flashed Balbina a big smile, saying, "Well, Prince Niccolò wouldn't have hired beginners, would he?"

Balbina shrugged, looking uncertain, "Well, I suppose not..."

"We'll take it from here," Enrico said suddenly, as he squatted, pretending to shine Rosa's shoes.

"But—" Balbina started to say.

"_We've got it_," Enrico's tone was firm. He rose from the floor and practically pushed Balbina out the door.

"That was mean," Emilia pointed out, once the door was closed.

Enrico shrugged, "Do we really have time for niceties? Let's get out of here! Rosa are you ready?"

The wooden girl had been standing silently ever since Enrico had shushed her, but now her words came in a rush.

"Emilia, are you mad at me? Enrico, are you still sick? How did you get here? Where did you get those servant's clothes—you look funny!"

Suddenly Jiminy popped out of Enrico's pocket and hopped to the floor. Rosa gave a cry of delight, "Oh, Jiminy! You're here too!"

"Shh!" Enrico cautioned, "Not so loud. We're here to get you out of this place."

"How did we get here?" Emilia repeated some of Rosa's questions, "Where did we get the clothes?" She looked down at herself and shrugged, "Well, I think the Blue Fairy had something to do with it."

"Let's go," Enrico said, impatiently motioning towards the door, "This place gives me the creeps."

"Oh, but I can't go!" Rosa protested, "Prince Niccolò invited me to have dinner with himself and his friend tonight."

"Now, wait a minute Rosa," Jiminy interjected, "Prince Niccolò isn't nice—as your official conscience, I don't think that's a good idea."

"Oh, but your wrong Jiminy!" Rosa insisted, "Prince Niccolò is the nicest guy I've ever met!"

"I think she needs to get out more often," Enrico muttered under his breath holding his throat and pretending to gag.

"Jiminy's not wrong, Rosa." Emilia explained earnestly, "Prince Niccolò is a very bad man."

"I don't believe it!" Rosa declared, her eyes widening.

"What if we can prove it?" Enrico challenged.

"You can't prove it."

"Oh, yes, I can! Just come with us."

"But what about dinner? I can't be late."

"If we're wrong, then we'll have you back here in plenty of time."

"You'll be wrong."

"Wait and see."

As he spoke, Enrico gently pulled the door open and looked left and right down the corridor, "All clear," he whispered, with a nod to Emilia, "Let's go."

At first, with Enrico leading them, they crept down the wall, but after passing several empty hallways, they picked up speed until they were almost running. Noiseless on the thick carpet, they swept their gaze back and forth, watching for a potential exit. Suddenly at the end of the long corridor, Enrico stopped short and peered around the corner. His face, confident until now, took on a perplexed look.

"What is it?" Emilia whispered, curious, but half afraid to lean her head around the corner.

"I'm just thinking about how we could prove to Rosa that Prince Niccolò is as bad as we know he is."

"You mean that you don't have something in mind already?"

Enrico shrugged, as if finding dirt on Prince Niccolò would be the simplest thing he'd ever done. "No." he replied.

Emilia rolled her eyes, but said nothing. There wasn't anything to say and they had to get out of the castle. Arguing wouldn't help.

"Oh, come on," Enrico said, flashing her a bright smile, "How hard can it be? Besides, we promised Rosa."

"What's the hold up?" Jiminy asked, hopping to Emilia's shoulder.

"Genius forgot to plan ahead." Emilia muttered.

"We'll get out of here." Enrico defended himself, "_and_ keep our promise to Rosa."

"Where's Prince Niccolò?" Rosa asked, finally lending her voice to the discussion, "I want to say good-bye if I have to go home."

"Oh no, you don't." Enrico said.

"It would be very dangerous to say good-bye to Prince Niccolò, Rosa," Jiminy explained, using his umbrella to glide to the floor, "As your official conscience—"

"Shhh" Enrico interrupted, flinching slightly, as an adventurous gleam leapt into his eyes.

Emilia, hearing the excitement in his tone, rolled her eyes again. She wasn't much for spur-of-the-moment plans, yet here she was. With a fluttering heart, she leaned around Enrico and bit her own hand rather than let out an audible gasp—Prince Niccolò stood at the far in of the hallway, speaking with another man. Their tones were to low to hear.

"What in the world?" Jiminy asked himself, as he watched Emilia bite her hand. He hopped back to her shoulder, crossed over to Enrico's back, and peered around the corner. His face turned crimson with rage, at what he saw. A rage that was targeted, not at Prince Niccolò, but the man he was speaking too.

That man was enormously obese with short bushy white hair, protruding from under the flat grey cap of a conductor. His thick eyebrows, like the hair on his head, were bushy and white. His large stomach was wrapped snuggly in a thick red button-down coat that was stretched to its limits and his fat hands were covered with thick blue leather gloves. But, it was his eyes, gleaming with evil, which Jiminy recognized—it was the Coachman who had taken all those boys to Pleasure Island!

Enrico had never met the Coachman, but he sensed an evil that he'd not been prepared for. He began edging backwards, but Jiminy, egged on by his own rage, would none of that that.

"Oh no," Jiminy whispered in the boy's ear, "I'm not about to leave till I find out why the likes of _that man_ is here!"

"What do you mean?" Enrico asked.

Emilia wrapped her hand over his mouth. "Quiet," she whispered, "They're saying something."

"What's going on?" Rosa asked, frightened by the other's behavior.

"Shhh." The others spoke as one.

Jiminy, after straining to hear the conversation for several moments, signaled that he, being the smallest, would run down the hall and listen. He took off at top speed and got within earshot just as the conversation turned interesting.

"You can't be serious, Coachman," Prince Niccolò said incredulously, "I count on your steady supply of donkeys to work my fields—you're aware, I assume, that my stock is constantly depleting due to thieves stealing the animals."

"Your stock is being _depleted_?" the Coachman hissed, with fear in his eyes, "Why, that's _more_ than enough reason to cease the operation at Pleasure Island!"

"_What_?" Prince Niccolò demanded, trying to gauge whether the Coachman was serious, "_Why_?"

The Coachman leaned so close to Prince Niccolò that Jiminy thought that he wouldn't hear the words. As it was, he just managed too.

The Coachman replied, "They're not being stolen—the donkeys, once they've learned to value hard work, are turning _back into boys_!

"You don't say?" Prince Niccolò gasped, his brows rising in surprise, "Are you sure?"

"The Coachman nodded emphatically. "Yes, of course," he hissed, "We've been lucky that nothing has been reported yet—the boys must all be scared. They're turning back into boys and melting away until we stop looking for them."

"This is unfortunate," Prince Niccolò muttered.

"A miscalculation on my part, your highness," the Coachman admitted, "I'm truly sorry."

"Well, you will be." Prince Niccolò replied coldly. Then, his face hardened and he gave his orders "I want _one_ more shipment before we close Pleasure Island—tonight. My stalls are sparse."

The Coachman's eyes flickered with fear, even as his expression hardened. Then he nodded, an evil gleam replacing the fear in his eyes, "Yes, yes, of course, your highness—of course, not all the boys learn to be good, after all."

Jiminy ran back to the others as if he'd been shot out of a cannon. His only thought was to rescue the boys headed to Pleasure Island and the ones plowing up Prince Niccolò's land. They must be warned before something awful happened!


End file.
